CORRESP
Mr. Larry Spirgel
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Mail Stop 3720
Washington, D.C. 20549
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Re: |
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The Interpublic Group of Companies, Inc.
Form 10-K for the fiscal year ended December 31, 2006
Filed February 28, 2007
File No. 1-06686 |
Dear Mr. Spirgel:
Thank you for your April 16, 2007
letter to Frank Mergenthaler. We acknowledge the
Divisions comments contained in the letter. Below are our responses keyed to your comments.
STAFF Based on your facts and circumstances, and given the subject matter of the review, it is
unclear whether the use of the one-time cumulative effect adjustment permitted by SAB 108 is
appropriate.
COMPANY RESPONSE
The Company adopted Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year
Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108), in the
third quarter of 2006. During the third quarter we identified past errors related to our
accounting for equity-based compensation relating to the years 1996 through 2002. These were the
only adjustments included in our initial SAB 108 adoption. We corrected these past errors through
the use of the one-time cumulative effect adjustment permitted by SAB 108. The impact of the
identified errors would have been a $26.4 million net charge on our third quarter 2006 and
projected full year 2006 results, which was determined to be material. In addition, a materiality
assessment (i.e. SAB 99 analysis) was performed relating to the years prior to fiscal 2006, which
concluded, based on all relevant quantitative and qualitative factors, that these errors were not
material to the applicable prior periods. In assessing the qualitative factors we considered the
results of an independent investigation and an internal
investigation, which determined that there was no indication of fraud
or illegal acts in connection with the accounting errors that
warranted further inquiry. Please note that, if the errors had been determined to be material to prior
years, the same amount of $26.4 million would have been reflected as an opening equity adjustment
as of January 1, 2003, because the errors originated in the years 1996 through 2002, and the income
statements for the periods 2003 through 2005 would have been unaffected in connection with these
adjustments.
SAB 108 states that correcting prior year financial statements for immaterial errors would not
require previously filed reports to be amended. Such correction may be made the next time the
registrant files the prior year financial statements. This is consistent with Chief Accountant
Conrad Hewitts letter dated September 19, 2006 (the Hewitt Letter), which specifically addresses
the issues and applicable accounting guidance relating to errors in accounting for grants of stock
options to employees and others. This letter states that no amendment of previously filed reports
is necessary to correct prior financial statements for immaterial errors. Such corrections, if
necessary, may be made the next time the registrant files the prior financial statements. Rather
than amending prior financial statements in conjunction with the filing of our 2006 Form 10-K, in
accordance with SAB 108, the Company elected to initially apply SAB 108 as a cumulative effect
adjustment in the quarter ended September 30, 2006.
Based on
these facts and circumstances, and based on the guidance available at
that time, given that the
effect of correcting the errors would have materially impacted our
2006 financial statements, our judgment was that we should apply the
cumulative effect adjustment method of initially adopting SAB 108. As
a result, a $26 million charge to accumulated deficit, a $23 million credit to additional paid-in
capital and a $3 million credit to other non-current liabilities were recorded effective January 1,
2006.
STAFF Please provide your annual SAB 99 materiality analysis explaining how you determined that
the errors related to each prior period were immaterial on both a quantitative and qualitative
basis. Please ensure your response addresses all of the qualitative factors outlined in SAB 99 and
any other relevant qualitative factors. Be sure to include the errors related to the out-of period
adjustments in Note 21, as well as those related to the stock-option grants.
COMPANY RESPONSE
Management
assessed the materiality of all adjustments to evaluate whether previously issued financial statements needed to be
restated. The
analysis included herein summarizes the combined impact on 2006 and prior years of the adjustments
related to the errors in accounting for stock options, as well as the out-of-period adjustments
recorded during 2006 discussed in Note 21 and those recorded in the fourth quarter of 2005 noted in
Note 22.
As part of the assessment, the Company considered the concepts in Statement of Financial Accounting
Standards No. 154, Accounting Changes and Error Corrections a replacement of APB Opinion No. 20
and FASB Statement No. 3, as well as the factors included in SAB No. 99 (listed below and
evaluated), to determine whether or not the adjustments were qualitatively or quantitatively
material to prior period financial statements and how these adjustments should be presented and
disclosed in the consolidated financial statements. In addition, management also considered the
guidance in SAB 108, as well as the Hewitt Letter. The Company advises the Staff that it has
historically used the iron-curtain method for assessing errors.
QUANTITATIVE ASSESSMENT
The tables below reflect the impact
of the adjustments on both a rollover and iron-curtain basis
from 2004 through 2006 (i.e. periods presented in the Companys most recent Form 10-K). The
rollover method reflects a reversal of the adjustment in the year it was corrected (i.e. 2006 or
2005) and the recording of the adjustment in the year the error originated (i.e. 2005 and prior).
The iron-curtain method reflects the aggregate uncorrected error at
the end of each respective period.
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Rollover Method |
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Year ended December 31, 2006 |
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Year ended December 31, 2005 |
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Year ended December 31, 2004 |
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Correcting |
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Correcting/ |
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As |
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Error |
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As |
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Originating |
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As |
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Originating |
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Reported |
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(Notes
1 and 2) |
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If Adjusted |
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% |
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Reported |
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Error
(Note 2) |
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If Adjusted |
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% |
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Reported |
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Error
(Note 2) |
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If Adjusted |
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% |
Revenue |
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$ |
6,190.8 |
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$ |
(6.1 |
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$ |
6,184.7 |
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(0.1 |
%) |
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$ |
6,274.3 |
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$ |
21.2 |
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$ |
6,295.5 |
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0.3 |
% |
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$ |
6,387.0 |
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$ |
5.8 |
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$ |
6,392.8 |
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0.1 |
% |
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Salaries and
related expenses |
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3,944.1 |
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(5.6 |
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3,949.7 |
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(0.1 |
%) |
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3,999.1 |
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4.8 |
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3,994.3 |
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0.1 |
% |
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3,733.0 |
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1.2 |
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3,731.8 |
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0.0 |
% |
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Office and general
expenses |
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2,079.0 |
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6.5 |
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2,072.5 |
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(0.3 |
%) |
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2,288.1 |
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2.1 |
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2,286.0 |
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0.1 |
% |
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2,250.4 |
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(1.5 |
) |
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2,251.9 |
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(0.1 |
%) |
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Operating income
(loss) |
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106.0 |
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(5.4 |
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100.6 |
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(5.1 |
%) |
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(104.2 |
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23.0 |
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(81.2 |
) |
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22.1 |
% |
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(94.4 |
) |
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6.4 |
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(88.0 |
) |
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6.8 |
% |
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Pre-tax loss from
continuing
operations |
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(5.0 |
) |
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(2.1 |
) |
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(7.1 |
) |
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(42.0 |
%) |
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(186.6 |
) |
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26.4 |
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(160.2 |
) |
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14.1 |
% |
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(267.0 |
) |
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5.8 |
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(261.2 |
) |
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2.2 |
% |
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After-tax loss from
continuing
operations |
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(36.7 |
) |
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(4.5 |
) |
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(41.2 |
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(12.3 |
%) |
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(271.9 |
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(0.2 |
) |
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(272.1 |
) |
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(0.1 |
%) |
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(544.9 |
) |
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19.1 |
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(525.8 |
) |
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3.5 |
% |
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Iron Curtain Method |
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Year ended December 31, 2006 |
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Year ended December 31, 2005 |
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Year ended December 31, 2004 |
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Correcting |
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Correcting |
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As |
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Correcting |
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As |
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Error |
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As |
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Error |
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If |
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Reported |
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Error |
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If Adjusted |
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% |
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Reported |
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(Note
2) |
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If Adjusted |
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% |
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Reported |
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(Note 2) |
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Adjusted |
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% |
Revenue |
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$ |
6,190.8 |
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$ |
6,274.3 |
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$ |
6,387.0 |
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Salaries and
related expenses |
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3,944.1 |
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3,999.1 |
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3,733.0 |
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Office and general
expenses |
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|
2,079.0 |
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|
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|
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|
|
|
|
2,288.1 |
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2,250.4 |
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Operating income
(loss) |
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106.0 |
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(104.2 |
) |
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$ |
(36.8 |
) |
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$ |
(141.0 |
) |
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(35.3 |
%) |
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(94.4 |
) |
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$ |
(59.8 |
) |
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$ |
(154.2 |
) |
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(63.3 |
%) |
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Pre-tax loss from
continuing
operations |
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(5.0 |
) |
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|
|
|
|
|
|
|
|
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(186.6 |
) |
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(39.2 |
) |
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(225.8 |
) |
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(21.0 |
%) |
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(267.0 |
) |
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(65.6 |
) |
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(332.6 |
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(24.6 |
%) |
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After-tax loss from
continuing
operations |
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(36.7 |
) |
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|
|
|
|
|
|
|
|
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|
|
(271.9 |
) |
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|
(22.6 |
) |
|
|
(294.5 |
) |
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|
(8.3 |
%) |
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(544.9 |
) |
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(22.4 |
) |
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(567.3 |
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(4.1 |
%) |
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Note 1 Adjustments noted above have been corrected from amounts reflected in Note 21 in
Companys 2006 Form 10-K |
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Note 2 Credit adjustments are reflected without brackets |
2
As shown above, on a rollover basis, the adjustments could be potentially quantitatively
material on a rule of thumb basis (i.e. >5%) in connection with Operating income/loss for 2004
to 2006; Pre-tax loss from continuing operations for 2005 and 2006; and Net loss from continuing
operations for 2006. On an iron-curtain basis, the adjustments exceed 5% for 2004 and 2005, except
Net loss for 2004. For each of the years noted above the impact of the aggregate error (i.e. iron
curtain) in any period was not significant on total stockholders equity. (Total stockholders
equity 2006 $1.9 billion, 0% impact; 2005 $1.9 billion, 1% impact; 2004 $1.7 billion, 1%
impact.) Furthermore, the impact on our key income statement line item captions (i.e. revenue,
salaries and related expenses, and office and general
expenses, as described below) is less than half a percentage point. SAB 99 states, the use of a
percentage as a numerical threshold, such as 5%, may provide the basis for a preliminary assumption
that without considering all relevant circumstances a deviation of less than the specified
percentage with respect to a particular item on the registrants financial statements is unlikely
to be material. The Staff has no objection to such a rule of thumb as an initial step in
assessing materiality. But quantifying in percentage terms, the magnitude of a misstatement is
only the beginning of an analysis of materiality; it cannot appropriately be used as a substitute
for a full analysis of all relevant considerations. Materiality concerns the significance of an
item to users of a registrants financial statements. A matter is material if there is a
substantial likelihood that a reasonable person would consider it important.
QUALITATIVE ASSESSMENT
The remaining analysis addresses whether the impact of the errors is qualitatively material to the
current and prior years so as to warrant amending previously filed reports (i.e. restatement). SAB
99 states that magnitude by itself, without regard to the nature of the item and the circumstances
in which the judgment has to be made, will not generally be a sufficient basis for a materiality
judgment. The items discussed below represent qualitative
factors from SAB 99 that must be
considered when evaluating potential misstatements.
Given that the Company has underperformed the market and is emerging from an extended period of
reorganization (i.e. turnaround), which has included several years of low and negative earnings,
standard investor valuation metrics based on current earnings measures (e.g., operating income, net
income, and earnings per share) do not have the same interpretation as in the healthy company
context. As a result, qualitative factors take on even more prominence.
Background
At December 31, 2000, the Company was one of the worlds largest marketing communications and
marketing services company. Beginning in 2001, we entered a period of market share erosion, high
senior management turnover, large client defections, acquisition integration issues and increased
professional fees. This period marked the Companys divergence from competitive growth rates and
industry benchmarks.
The Company went from $710 million of Operating income, $323 million of Net income from continuing
operations with a 15% revenue growth rate in 2000 to an Operating loss of $365 million, a Net loss
from continuing operations of $610 million and revenues down 4% in 2001. This dramatic change in
just 12 months represents a swing of approximately one billion dollars in both operating and net
income. In response to the mounting losses during 2001, the Company announced a major multi-year
reorganization, restructuring and integration plan. The Chairmans Letter to Shareholders
published in our 2001 Annual Report described 2001 as, A year that saw us undertake the most sweeping
reorganization in the Companys history, focused on delivering an integrated marketing offering to
all
3
of our
clients while simultaneously streamlining our operations. The
year 2000 was the last year the Company reported income from continuing operations. Since 2001, we have disposed of certain of
our non-core and under-performing businesses, improved our product offerings, made significant
investments in our talent and system infrastructure, incurred significant severance costs and had
large asset impairments. Our Net loss from continuing operations has narrowed from
$610 million in 2001 to $37 million in 2006.
I. The
adjustments are not material to key performance metrics.
During this period since 2001, as a result of depressed earnings from operations, and the
significant impact of charges associated with our turnaround efforts on the level and volatility of
earnings, our internal benchmarks, as well as those of analysts and shareholders, have converged on
whether reported results demonstrate progress towards our turnaround objectives (e.g. achieving
competitive organic revenue growth and double-digit operating margin by 2008).
Accordingly, the charts and analyses we present each period to our shareholders and analysts to
assess the Companys turnaround progress emphasize trends, among
other things, in key performance metrics, focusing on
revenue and our two principal operating expense lines, as follows:
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Reported and organic change in Revenue |
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Reported and organic change in Salaries and Related expenses |
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Reported and organic change in Operating and General expenses |
We believe that while our identified adjustments may have a relatively large percentage impact on
operating income/loss and pre-tax and net losses in some prior periods due to our narrowing losses,
as we progress in our turnaround, they are not material to the key
performance metrics noted above
or to our investors and analysts. The table above supports
that belief.
II. The adjustments are not qualitatively material to investor perception of the pace of progress
of our turnaround
Our turnaround has been clearly communicated as a multi-year program, beginning from a depressed
level of earnings. During the years in question, our management has asserted repeatedly, and we
believe it is generally accepted, that some volatility of results should be expected, and is
normal, in the turnaround of a global professional services company. The incremental change due to
the adjustments is within the scope of such normal volatility, and would not add materially to
investor perception of earnings volatility.
III. The adjustments would not materially impact a discounted cash flow analysis of our stocks
value a widespread and fundamental investor approach to value our stock
Under the usual discounted cash flow valuation, due to our depressed level of current earnings, a
disproportionately small portion of the cumulative present value of our cash flows is in the
current year for all years considered. Given this small base, percentage variations in current
operating results that may even exceed the rule of thumb percentage threshold may not be
significant to most investors and analysts, as they do not materially alter the DCF valuation. Such
current period changes, in order to have a material impact, would have to constitute a fundamental
break in trend that would give rise to material changes in expectations of future financial
performance (future cash flows). As the table above shows, we do not believe that the adjustments can be
reasonably interpreted as a fundamental break.
With this
background providing the context and framework, we analyzed each of
the qualitative factors outlined in SAB 99 as follows:
A misstatement that changes a loss into income or vice versa.
None of
the adjustments individually (i.e. rollover), or in the aggregate (i.e. iron-curtain), would
change operating income to a loss or vice versa; nor would they change pre-tax or after-tax losses
to income for any of the years these adjustments impacted.
The effect of the misstatement on segment information.
The performance of our segments, IAN and CMG, is assessed based on operating income. The following
table presents the operating income of IAN and CMG since 2002 as reported and reflecting the
adjustments (in millions):
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|
2006 |
|
2005 |
|
2004 |
|
2003 |
|
2002 |
IAN as reported |
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$ |
391 |
|
|
$ |
250 |
|
|
$ |
577 |
|
|
$ |
552 |
|
|
$ |
551 |
|
IAN if adjusted |
|
|
385 |
|
|
|
274 |
|
|
|
587 |
|
|
|
548 |
|
|
|
551 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CMG as reported |
|
|
52 |
|
|
|
53 |
|
|
|
84 |
|
|
|
56 |
|
|
|
48 |
|
CMG if adjusted |
|
|
53 |
|
|
|
56 |
|
|
|
82 |
|
|
|
54 |
|
|
|
48 |
|
As noted above the impact of the adjustments are not material to the segments results or the trend
of results.
4
Whether the misstatement masks a change in earnings or other trends.
As the above graphs and following discussion demonstrate, the out-of-period adjustments and
the stock option errors did not have the effect of masking changes in trends in our earnings. They
had even less effect on the other metrics that our investors, as discussed above, have been
following most closely during our turnaround.
5
For 2006, reducing Operating income from $106 million to $101 million following an Operating loss of
$104 million (as reported or $81 million if adjusted) in 2005 would not change that
significant trend of improvement. Similarly, increasing Pre-tax loss from $5 million to $7 million
or Net loss from $37 million to $41 million would not change the trend of improvement from the 2005
$187 million Pre-tax loss (as reported or $160 million if adjusted) or $272 million
Net loss (as reported and if adjusted). Given that the Company is undergoing a
turnaround, and is essentially operating at a breakeven level at this
point in its progress, we believe investors are more
concerned with trends.
Similarly, for 2005, on a pre-tax basis, reducing the loss of $187 million to $160 million would
not change the trend reflecting improvement in our Pre-tax losses from 2004 and 2003 which were
$267 million ($261 million if adjusted) and
$373 million ($380 million if adjusted), respectively. We
reported an Operating loss of $104 million in 2005, fairly flat from the loss of $94 million in
2004. If adjusted, 2005 Operating loss would have been
$81 million, again fairly flat from an if
adjusted 2004 loss of $88 million.
Although
not presented in the tables above, extending our discussion of trends to the additional years
(see Attachment A) included in the Five Year Table in the
Companys 2006 Form 10-K would not affect the conclusions of
our analysis. For 2003 the impact of correcting Operating loss by 22% would only increase the reported $32 million loss to $39
million, as compared to Operating income of $276 million
(as reported or $271 million if adjusted) in
2002. We believe that these adjustments would have had no effect on an understanding of our
business or trend of results. Similarly, the 23% increase in Net loss in 2002 from $15 million to
$18 million preceded by a $626 million loss in 2001 and followed by a $640 million loss in 2003
would have had no effect on our trend of earnings.
On an iron-curtain basis there is no impact on 2006 as no error remains in the balance sheet at
December 31, 2006. In 2005, we believe that increasing the Operating loss of $104 million to $141
million from a loss of $94 million in 2004 or increasing the Pre-tax loss from continuing
operations from $187 million to $226 million from a loss of $267 million in 2004 would not impact a
users understanding of our business or our trend of earnings. Similarly, increasing the 2004
Operating loss of $94 million to $154 million from a $32 million loss in 2003 or increasing the
Pre-tax loss of $267 million to $333 million as compared to a $373 million loss in 2003 would not
significantly impact trends. In 2003, adjusting Operating loss of $32 million to $98 million,
although a significant percentage change, would not change the trend reflected in the significant
decrease from the $276 million of Operating income in 2002. Additionally, increasing the reported
after-tax loss of $15 million to $53 million in 2002 following a $626 million loss in 2001 and
preceding a $640 million loss in 2003 would also have no impact on an investors understanding of
our business or our trend of earnings.
The potential effect of the misstatement of the entitys compliance with loan covenants, other
contractual arrangements and regulatory provisions.
The adjustments would not have had any impact on IPGs compliance with historical loan covenants or
other contractual requirements. IPG was not in compliance with its loan covenants and as a result,
all debt covenants related to periods through December 31, 2005 had been waived and amended with
sufficient cushion for these non-cash adjustments. There were no significant covenants at December
31, 2006.
The misstatement has the effect of increasing managements compensation, by satisfying the
requirements for award of bonuses or other forms of incentive compensation.
Since 2001, most operating units missed operational targets for incentive compensation, so
incentive compensation payments were discretionary and would not have been impacted by these
adjustments.
In addition, no evidence was found indicating that the accounting errors were performed to misstate
financial statements in order to impact incentive compensation.
The sensitivity of the circumstances surrounding the misstatement, for example, the implications of
misstatements involving fraud and possible illegal acts, violations of contractual provisions, and
conflicts of interest.
The Companys Audit Committee conducted an independent investigation into the errors relating to
stock options, with the assistance of independent counsel. The independent investigation found
that there was no systematic pattern of selecting an exercise price based on the lowest stock price
over the
period preceding the grant, and that no current members of senior management engaged in misconduct
relating to the grants. Management also conducted its own investigation into these errors. Based
on these investigations, management believes that the circumstances surrounding the misstatements
relating to options grants do not present considerations of sensitivity that bear on the analysis
of materiality. In particular, the investigations determined that
there was no indication of fraud or illegal acts in connection with
the accounting errors that warranted further inquiry.
None of
the other adjustments involved fraud or any illegal acts. They were merely errors in
accounting judgment or oversights and were not intentional.
6
The significance of the misstatement or disclosure relative to known user needs, for example,
earnings and earnings per share to public company investors or the effect of misstatements of
earnings when contrasted with expectations.
The
adjustments are too insignificant to have had any effect on meeting guidance or street expectations.
Additionally, as discussed above, we do not believe these adjustments would impact an investors
understanding of our business for any prior period. All of the key analysts following IPG that
have recently either initiated coverage or changed their investment opinions, did so on the basis
of their assessment of our turnaround potential. Given our Companys recent history and the
challenges it faces, some volatility in results is expected and generally does not pose a
fundamental challenge to a reasonable analytical framework. Relatively small variations in
reported current operating performance would not drive investor or analyst decisions.
In addition, in connection with our commitment to transparency in our financial statements the
impact of all of these items has been fully disclosed in our 2006 Form 10-K, whether as part of the
SAB 108 adjustment or as noted in Notes 21 and 22. Additionally, the 2005 Form 10-K included
significant discussion and analyses regarding the impact of the 2005 out-of-period adjustments.
The definitive character of the misstatement, for example, the precision of an error that is
objectively determinable as contrasted with a misstatement that unavoidably involves a degree of
subjectivity through estimation, allocation, or uncertainty.
The errors that caused the misstatements are objectively determinable and are a result of material
weaknesses in internal controls that IPG has previously disclosed.
Conclusion
In accordance with SAB 99, an assessment of materiality requires that all of the surrounding
circumstances or the total mix be evaluated, including not only the size of the misstatement but
also how users of the financial statements would view the item. This means that the qualitative as
well as the quantitative factors need to be considered. As noted, we believe that these relatively
small dollar adjustments have no effect on the trend of earnings, they do not turn a profit into a
loss or vice versa, and they do not materially affect our operating segments. Additionally, we do
not believe that the judgment of a reasonable person relying on our results to assess the Companys
performance or future prospects would have been changed or
influenced if we had included these adjustments in the years they
originated, especially given that
the Company has been in an
extended period of reorganization and is in a turnaround. As a result, we believe that the impact
of these adjustments is not material to our prior years
financial statements and we also believe that the 2006 out-of-period
adjustments are not material to our current years financial statements.
In
connection with the issuance of the 2006 Form 10-K, the
conclusions were discussed with the Audit Committee, our independent
registered public accounting firm and
outside counsel, who concurred with the Companys position.
7
STAFF Finally, please provide additional detail with respect to the adjustments made to the
employee grants after the grant date.
COMPANY RESPONSE
As a result of the significant number of companies identifying issues with their stock option
practices, the Company decided to conduct a review of its practices for stock option grants. At the
Companys recommendation, on September 8, 2006, the Audit Committee retained independent counsel to
review the stock option practices related to the Companys current and prior senior officers for a
10-year period beginning in 1996. The Company also performed a comprehensive accounting review
that supplemented the review done by independent counsel. As disclosed in the Companys Form 10-K
for the year ended December 31, 2006, in connection with the reviews performed by independent
counsel and the Company, the reviews determined, among other things, the following:
|
|
|
There was no systematic pattern of selecting an exercise price based on the lowest
stock price over the period preceding the grant. |
|
|
|
|
All grants made after 2002 were accounted for correctly. |
|
|
|
|
There were certain deficiencies in the process of granting, documenting and
accounting for stock options. |
|
|
|
|
The date used to determine the exercise price for certain stock option grants made
between 1996 and 2002 preceded the finalization of the approval process of those grants
for accounting purposes. (Discussed in more detail below.)
|
|
|
|
Certain stock options were granted at prices inconsistent with the related stock
option plans. |
The most significant deficiencies the reviews identified were as follows:
|
|
|
In certain situations from 1996 through 2002, in connection with our broad based
annual option grants, an exercise price for such options was set as of a specified date
in the future. This date, however, preceded the final determination of the number of
shares individual employees were to receive, which resulted in some grants being issued
in-the-money, and some grants being issued out-of-the-money, as of the measurement date. |
|
|
|
|
For certain annual grants, as well as numerous individual grants from 1996 through
2002, the date used for the exercise price was a date from an earlier period. In many
cases, that earlier date was at or about the date of a prior meeting of the compensation
committee or a management committee authorized by the compensation committee. |
|
|
|
|
In addition, the review identified many grants from 1996 through 2005 for which not
all of the relevant documentation could be located and, in some cases, no authorizing
documentation could be located. However, in most of these instances, there was no
indication, using all available relevant information that the grants were not
appropriately accounted for. |
Under applicable accounting standards prior to January 1, 2006, compensation expense should reflect
the difference, if any, between an options exercise price and the market price of the Companys
stock at the measurement date, the point at which the terms and the recipients of the option grant
are determined with finality. In some instances we incorrectly determined the measurement date for
accounting purposes to be the date as of which the exercise price was set rather than the date the
grants were finalized. As a result, compensation expense in the pretax amount of $40.6 million
should have been recorded for the years 1996 through 2003.
In connection with its response to your comments on the Companys 2006 Annual Report on Form 10-K,
the Company acknowledges that:
|
|
|
the Company is responsible for the adequacy and accuracy of the disclosure in its
filings; |
|
|
|
|
staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and |
|
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|
|
the Company will not assert staff comments as a defense in any proceedings initiated by
the Commission or any person under the federal securities laws of the United States. |
Sincerely,
Christopher F. Carroll
Senior Vice President, Controller
and Chief Accounting Officer
8
ATTACHMENT A
Rollover Method
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Cumulative |
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2001 and |
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Year ended December 31, 2006 |
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Year ended December 31, 2005 |
|
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Year ended December 31, 2004 |
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Year ended December 31, 2003 |
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Year ended December 31, 2002 |
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Prior |
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Correcting/ |
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Correcting |
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Originating |
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Originating |
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Originating |
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Originating |
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Originating |
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Error |
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Error |
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As |
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Error |
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As |
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Error |
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As |
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Error |
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Error |
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As Reported |
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(Notes
1 and 2) |
|
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If Adjusted |
|
|
% |
|
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As Reported |
|
|
(Note 2) |
|
|
If Adjusted |
|
|
% |
|
|
Reported |
|
|
(Note 2) |
|
|
If Adjusted |
|
|
% |
|
|
Reported |
|
|
(Note 2) |
|
|
If Adjusted |
|
|
% |
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Reported |
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|
(Note 2) |
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If Adjusted |
|
|
% |
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|
(Note 2) |
|
Revenue |
|
$ |
6,190.8 |
|
|
$ |
(6.1 |
) |
|
$ |
6,184.7 |
|
|
|
(0.1 |
%) |
|
$ |
6,274.3 |
|
|
$ |
21.2 |
|
|
$ |
6,295.5 |
|
|
|
0.3 |
% |
|
$ |
6,387.0 |
|
|
$ |
5.8 |
|
|
$ |
6,392.8 |
|
|
|
0.1 |
% |
|
$ |
6,161.7 |
|
|
|
(6.1 |
) |
|
$ |
6,155.6 |
|
|
|
(0.1 |
%) |
|
$ |
6,059.1 |
|
|
|
(2.8 |
) |
|
$ |
6,056.3 |
|
|
|
0.0 |
% |
|
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Salaries and related expenses |
|
|
3,944.1 |
|
|
|
(5.6 |
) |
|
|
3,949.7 |
|
|
|
(0.1 |
%) |
|
|
3,999.1 |
|
|
|
4.8 |
|
|
|
3,994.3 |
|
|
|
0.1 |
% |
|
|
3,733.0 |
|
|
|
1.2 |
|
|
|
3,731.8 |
|
|
|
0.0 |
% |
|
|
3,501.4 |
|
|
|
0.1 |
|
|
|
3,501.3 |
|
|
|
0.0 |
% |
|
|
3,397.1 |
|
|
|
(0.1 |
) |
|
|
3,397.2 |
|
|
|
0.0 |
% |
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|
Office and general expenses |
|
|
2,079.0 |
|
|
|
6.5 |
|
|
|
2,072.5 |
|
|
|
0.3 |
% |
|
|
2,288.1 |
|
|
|
2.1 |
|
|
|
2,286.0 |
|
|
|
0.1 |
% |
|
|
2,250.4 |
|
|
|
(1.5 |
) |
|
|
2,251.9 |
|
|
|
(0.1 |
%) |
|
|
2,225.3 |
|
|
|
(0.6 |
) |
|
|
2,225.9 |
|
|
|
0.0 |
% |
|
|
2,248.3 |
|
|
|
(1.5 |
) |
|
|
2,249.8 |
|
|
|
(0.1 |
%) |
|
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Operating income (loss) |
|
|
106.0 |
|
|
|
(5.4 |
) |
|
|
100.6 |
|
|
|
(5.1 |
%) |
|
|
(104.2 |
) |
|
|
23.0 |
|
|
|
(81.2 |
) |
|
|
22.1 |
% |
|
|
(94.4 |
) |
|
|
6.4 |
|
|
|
(88.0 |
) |
|
|
6.8 |
% |
|
|
(31.9 |
) |
|
|
(6.9 |
) |
|
|
(38.8 |
) |
|
|
(21.6 |
%) |
|
|
275.8 |
|
|
|
(4.4 |
) |
|
|
271.4 |
|
|
|
(1.6 |
%) |
|
$ |
(55.0 |
) |
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Pre-tax
income (loss) from continuing
operations |
|
|
(5.0 |
) |
|
|
(2.1 |
) |
|
|
(7.1 |
) |
|
|
(42.0 |
%) |
|
|
(186.6 |
) |
|
|
26.4 |
|
|
|
(160.2 |
) |
|
|
14.1 |
% |
|
|
(267.0 |
) |
|
|
5.8 |
|
|
|
(261.2 |
) |
|
|
2.2 |
% |
|
|
(372.8 |
) |
|
|
(7.6 |
) |
|
|
(380.4 |
) |
|
|
(2.0 |
%) |
|
|
115.8 |
|
|
|
(6.1 |
) |
|
|
109.7 |
|
|
|
(5.3 |
%) |
|
|
(57.7 |
) |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
After-tax loss from
continuing operations |
|
|
(36.7 |
) |
|
|
(4.5 |
) |
|
|
(41.2 |
) |
|
|
(12.3 |
%) |
|
|
(271.9 |
) |
|
|
(0.2 |
) |
|
|
(272.1 |
) |
|
|
(0.1 |
%) |
|
|
(544.9 |
) |
|
|
19.1 |
|
|
|
(525.8 |
) |
|
|
3.5 |
% |
|
|
(640.1 |
) |
|
|
(3.6 |
) |
|
|
(643.7 |
) |
|
|
(0.6 |
%) |
|
|
(14.8 |
) |
|
|
(3.4 |
) |
|
|
(18.2 |
) |
|
|
(23.0 |
%) |
|
|
(34.4 |
) |
Iron
Curtain Method |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2001 and |
|
|
|
Year ended December 31, 2006 |
|
|
Year ended December 31, 2005 |
|
|
Year ended December 31, 2004 |
|
|
Year ended December 31, 2003 |
|
|
Year ended December 31, 2002 |
|
|
Prior |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Correcting |
|
|
|
|
|
|
|
|
|
|
|
|
|
Correcting |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Originating |
|
|
|
|
|
|
|
|
|
|
|
|
|
Originating |
|
|
|
|
|
|
|
|
|
|
Correcting |
|
|
|
|
|
|
|
Correcting |
|
|
|
|
|
|
|
|
|
|
As |
|
|
Error |
|
|
|
|
|
|
|
|
|
|
As |
|
|
Error |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Error |
|
|
|
|
|
|
|
|
|
|
As |
|
|
Error |
|
|
|
|
|
|
|
|
|
|
Error |
|
|
|
As Reported |
|
|
Error |
|
|
If Adjusted |
|
|
% |
|
|
Reported |
|
|
(Note 2) |
|
|
If Adjusted |
|
|
% |
|
|
Reported |
|
|
(Note 2) |
|
|
If Adjusted |
|
|
% |
|
|
As Reported |
|
|
(Note 2) |
|
|
If Adjusted |
|
|
% |
|
|
Reported |
|
|
(Note 2) |
|
|
If Adjusted |
|
|
% |
|
|
(Note 2) |
|
Revenue |
|
$ |
6,190.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
6,274.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
6,387.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
6,161.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
6,059.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and related expenses |
|
|
3,944.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,999.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,733.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,501.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,397.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Office and general expenses |
|
|
2,079.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,288.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,250.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,225.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,248.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
106.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(104.2 |
) |
|
$ |
(36.8 |
) |
|
$ |
(141.0 |
) |
|
|
(35.3 |
%) |
|
|
(94.4 |
) |
|
$ |
(59.8 |
) |
|
$ |
(154.2 |
) |
|
|
(63.3 |
%) |
|
|
(31.9 |
) |
|
$ |
(66.3 |
) |
|
$ |
(98.2 |
) |
|
|
(207.8 |
%) |
|
|
275.8 |
|
|
$ |
(59.4 |
) |
|
$ |
216.4 |
|
|
|
(21.5 |
%) |
|
$ |
(55.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pre-tax
income (loss) from continuing
operations |
|
|
(5.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(186.6 |
) |
|
|
(39.2 |
) |
|
|
(225.8 |
) |
|
|
(21.0 |
%) |
|
|
(267.0 |
) |
|
|
(65.6 |
) |
|
|
(332.6 |
) |
|
|
(24.6 |
%) |
|
|
(372.8 |
) |
|
|
(71.4 |
) |
|
|
(444.2 |
) |
|
|
(19.2 |
%) |
|
|
115.8 |
|
|
|
(63.8 |
) |
|
|
52.0 |
|
|
|
(55.1 |
%) |
|
|
(57.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
After-tax loss from
continuing operations |
|
|
(36.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(271.9 |
) |
|
|
(22.6 |
) |
|
|
(294.5 |
) |
|
|
(8.3 |
%) |
|
|
(544.9 |
) |
|
|
(22.4 |
) |
|
|
(567.3 |
) |
|
|
(4.1 |
%) |
|
|
(640.1 |
) |
|
|
(41.5 |
) |
|
|
(681.6 |
) |
|
|
(6.5 |
%) |
|
|
(14.8 |
) |
|
|
(37.9 |
) |
|
|
(52.7 |
) |
|
|
(256.1 |
%) |
|
|
(34.4 |
) |
|
|
|
Note 1 Adjustments noted above have been corrected from amounts reflected in Note 21 in
Companys 2006 Form 10-K |
|
Note 2 Credit adjustments are reflected without brackets |
9